Operator
by MissNemisisFace
Summary: 2012 film-verse. Post film. Once-ler gets an offer for a new life, but can he handle it? No romance, just lots and lots of violence and profanity. Demoted the rating to "T" from "M" as I didn't make part of the second chapter as graphic as I had intended upon. Heavily inspired by the shounen and seinen anime I wasted my youth watching...especially Hellsing.
1. Chapter 1

Operator:

Chapter One

It was all over; that child had successfully planted the Truffula seed. The world was well on its way back to normal-it would take generations, of course, but it was a step in the right direction. The Once-ler shakes his head and, unsteadily walks back into his ruined home. Part of him was ready to die, but the old mortal fear of death still lingered in his mind. Sitting at his kitchen table was a young woman in dark sunglasses.

"Who are you?" he asks, his voice shaky.

"My, Once-ler, you sure have changed over the years." she says, completely disregarding his query. "Such is the plight of the mortal, no?" She wore a long, black trench-coat tied at her waist. Her black boots rest on his tabletop and her long, crimson hair is tied back in a pony-tail. He couldn't place from where he had seen her, but she was so vaguely familiar to him. "Cute that you still wear your old green suit, though."

"Do I know you, Miss?" she takes off her sunglasses and Once-ler feels sick. Her sclera are black as coal and her irises shine a bright yellow. Her pupils are in cat-slits. "You again? God, how long has it been?" he chuckles, shaking his head. "I'm an old man now, and you still look the exact same as you did back then." He sits down opposite to her. "I suppose you're here to kill me, right? For the crimes I committed; for my greed? Well, Missy, you're a bit late. It's all well on its way to being fixed now." She shakes her head.

"You completely misunderstand, Once-ler. The Master is pleased with the way you redeemed yourself. He has sent me to do something to you that has not been done in nearly a century."

"And what's that?" the young woman laces her fingers together and gazes over her hands at him.

"You're an old man now, Once-ler-you said it yourself. Are you really sure you want to die? To burn in hell for your crimes?"

"But I fixed it!"

"Not good enough." She stands up and walks close to the terrified old man. "Think about it, Thneed-man; to be young again. Strong, fearless, and with all eternity at your disposal. Death, age, sickness, injury-none of it will be able to touch you anymore."

"What you're proposing is completely insane." he wanted her to leave, but his curiosity wouldn't let him. Perhaps it was senility beginning to set in, but part of him believed her.

"Is it? Look at me, Once-ler. I'm clearly not human. Hell, you remember that I used to watch you when you were _Greed-ler_, for fuck's sake. Don't you want it? Power, youth? Say it to me, Once-ler. Tell me you want it." he looks at his feet.

"Are...are you some sort of demon...? Would I be selling my soul to you for this?" At this, the young woman laughs out loud.

"Yes and no, sweety. I'm no demon-at least, not what _you_ would recognize as a demon. All I ask-all The Master asks in return for this gift is that you spend your immortality keeping the balance of good and evil, seeing that justice is done, and serving His wishes until the end. I have to hear it from your lips though: that you want this. I cannot do this to you against your wishes." He takes a deep breath.

"_Serve the greater good, keep the balance of good and evil in check, see to it that justice is upheld...live forever...be a young man again..._" he looks her in the eyes, "Yes, ma'am. I agree. I want this. I want all that you promised me. I want the power. I want my youth back. I want immortality. I want to be the embodiment of justice."

"Good, now pledge yourself to The Master."

"How do I do that?"

"Sheesh, just say: "I, The Once-ler, pledge myself to the whim and will of The Master. I will see to it that His will be done to my dying breath and that all His enemies be purged from this world no matter my personal cost. If I fail to uphold my oath, He has the freedom to destroy me." Stupid sounding oath, but all you E-Classes have to take it." She bobs her head from side to side in a mocking manner as she recites the oath.

"E-Classes?"

"Just take the oath-that's not important right now, Thneed-man." He stands up, placing his hand on his heart. The young woman rolls her eyes.

"I, The Once-ler, pledge myself to the whim and will of The Master. I will see to it that His will be done to my dying breath and that all His enemies be purged from this world no matter my personal cost. If I fail to uphold my oath, He has the freedom to destroy me."

"Very good. I just need one more thing from you, Once-ler."

"What's that?"

"Go to sleep." Once-ler collapses.

A while later, he awakes to find himself naked from the waist up. Blood splatters soak the wood near him and his green suit is crumpled a short distance away. The young woman stands at his window, peering out between the boards, her back to him.

"You awake, Once-ler?"

"What did you do to me?"

"Made you, what else?"

"But the blood..."

"Don't be such a baby. Go take a look at yourself in that mirror over there." she motions to a dusty mirror propped up in the corner. He shakily walks over to the filthy old mirror. Wiping away the years of dust, he is startled by what he sees. His face is soft, no wrinkle to be found. His hair has returned to its deep ebony shade and a youthful innocence has returned to his blue eyes. He still has a tangle of a mustache on his face, but the hairs are as raven as the hairs on his head. His chest and abdomen are toned, as well as his arms.

"It...it really worked. I'm young again. I'm young again!"

"You doubted me?" she smirks. "Go shave your face. That 'stache is unbecoming on you." He nods and runs up the stairs. While he shaves, she collects his suit, sops up a bit of the blood with an errant thneed and casts it aside. Neatly, she lays his suit out on the table and collects his axe, propping it against the table. He comes down stairs-fresh from a shower and a shave, still drying his hair with a towel.

"I can see why you got my suit, but the axe?"

"How else are you going to _uphold justice_; saying: "pretty please, could you perhaps not be such a douche-bag and perhaps be a little nicer, if it's not too much trouble?" Not bloody likely."

"What's your weapon, then?" he asks, dressing in his snazzy suit. The young woman smirks and draws a long, black metal and chestnut wood pistol from the depths of her coat. Firing once, she blows a massive hole in his kitchen wall.

"I call her "Debbie". She shoots .30-06 rounds-custom-no mortal can handle her. Master had her made just for me." she grins.

"Well, your gun's name is Debbie, what's yours?"

"They call me Number 38." she holsters "Debbie" and turns back to Once-ler. "Slim-Jim, I'm gonna have to blink you to HQ, now. I'm gonna warn you, the first time is a real bitch, especially for you E-Classes. You may piss yourself, you may puke."

"That sounds nice." She sniggers.

"Ready?"

"As ready as I'm gonna be." Once-ler shrugs. 38 places her hand, gingerly, on Once-ler's shoulder and an instant later, the two of them find themselves in a strange, new place. Many people, some clad in some of the most garish outfits Once-ler has ever seen, roam the halls. Almost all of them have outlandish, awkward weapons and a few of them stop to look at him for a moment. All of them have the same eyes as 38.

"Don't worry about them; you're only the sixth E-Class to be made in about 600 years. They don't see a lot of ex-humans in here very often." she whispers.

"What are we supposed to be doing here?" he asks. "Are we going to meet The Master?"

"No one meets The Master. His countenance is far too much for any of us; Natural or E-Class. Plus, he already knows all about you. Instead, we're going to go talk to Granny 95."

"Granny 95?" he asks.

"She's the den-mother, of sorts. She looks like everyone's grandmother ever, but don't let that fool you. She's killed more than most of us combined." Once-ler gulps and trembles a bit. "Don't tell me you're scared. She's the nicest old bag ever...as long as you don't get on her bad side." Once-ler looks over at 38. He is begining to think that this was a big mistake. "Just chill out and you'll be fine. Really." she takes him by the wrist and walks him along a long, blindingly-white corridor. At every few feet, an off-white door rests in the wall.

"What's in those rooms?"

"Most of 'em are dorms. The Master handles most things, and what he doesn't Granny 95 and Doc 54 handle. Granny's quarters are at the end of this hall, and Doc 54's door is just up ahead. Mine was a couple of doors back, and your room will be right next to mine. They'll add the "E-6" on there later." Once-ler can see the slightest hint of grey smoke and faint punk rock coming out from a door just past 54's door.

"Who's in there?"

"That's Dem and Chem-7 and 8. 8 doesn't say much, but she loves her chemical weapons and her music. 7, though, she's the one you have to look out for. Mouth on that one and a temper to boot." Once-ler makes a mental note of this and follows 38 down the monochrome hallway until the two of them reach a door with the number "95" screwed to it on a plaque. "This'll be her." 38 knocks and a moment later, an elderly woman clad in pale pink with her white hair held back in a pastel pink headband answers the door. A pink lotus pin rests on the front of her shawl.

"Oh, hello, 38!" she says. Her voice is cheerful, and instantly puts Once-ler at ease. "So nice to see you again. I trust Debbie is working out just fine. You know, Gears put so much work into that gun for you." Finally, she takes notice of the lanky, green-clad man standing next to 38. "You must be E-6. My, you are just the cutest little thing!" she pinches his cheek.

"That's enough of that, Nine-Dee-Five. I didn't bring E-6 here for you to fawn over him. He needs orientation, and you're the one for it. Tell him what he can expect of himself, the things he can do now. I'm gonna go take his axe to Gears; see what he can do about it."

"Right-o. I'll get right on that; wouldn't want to keep the busy Number 38 from her duties." she says, a hint of sarcasm in her voice.

"I'll drop back by here when I'm done with Gears, Once-ler." 38 says to a worried, wide-eyed Once-ler.

Once 38 has left, 95 turns to Once-ler, grinning.

"So, what all has 38 told you, E-6?" she asks, her voice much more cheerful than it need ever be.

"She told me that I'm immortal, now. She said that I have to serve someone called The Master, and I have to serve as an agent of justice." he says, sheepishly.

"Just that? Goodness, sweety. There is so much for you to learn." she claps her hands and stands up. "But, it's not for me to tell you. You are _38's_ Bairn, not mine."

"Bairn?"

"Yes. You are her Bairn and she is your Progenitor." Without elaborating further, 95 gets uncomfortably close to Once-ler. "I've got something pretty for you!" she says in a sing-song voice. Reaching to her desk, she produces a black metal box with steel hinges and a steel clasp. "This will make you really one of us, cutey-pie." She hands it to him. Looking the cold, metal box over for a second, Once-ler opens it. Inside, it is lined with black velvet, a black metal collar with "E-6" engraved into the side. "It's your collar, E-6. See? It even has your name on it!" Her grin stretches to impossible lengths and Once-ler tries to hide his discomfort. He gulps and reaches his gloved hands into the box, the coldness of the collar cutting through the thick cloth. He raises it, unsteadily, to his neck and with an audible snap, it fastens itself, permanently, to his neck.

Meanwhile, 38 walks, without knocking, into 33's quarters. The room is dark with fiber-optic lights illuminating the room. Several computers hum around the walls and a strange, unidentifiable machine sits in the corner of the room. A young man wearing a blue sweater, white gloves, black slacks, and round eye-glasses sits, fiddling about with some sort of electronic component that 38 didn't recognize. A small robot buzzes around his head, "beeping" and "booping" periodically.

"Hey, Gears. I have an axe for you to grind." she says, smirking. The brown-haired man turns to face her, a bemused look on his face.

"That was terrible, 38. Never attempt humor again." His eyes fall to the rusted axe in her hand. "That E-6's weapon?"

"Yup."

"Can't I just make him something nice-a gun, an energy weapon, something a bit more exotic? An axe is so passe."

"Nah. Master says that this is his weapon. Some sort of symbolism behind it-I don't follow, nor do I care. Just get rid of the rust, sharpen it, and shore up the haft." 33 scowls and 38 rolls her eyes. "Please?"

"There we go, 38. Not so hard to be polite, now is it? Hand it over." She hands him the aged axe and starts to leave the room. "Come back in a couple of hours and I'll have it as good as new."

"Sure." she says as she walks out the door.

By the time 38 returns to 95's room, Once-ler is delighted to see her. The two of them leave for the courtyard.

"So, how'd you like Ol' Granny?" she asks, a wry smile crossing her lips.

"She's...not what I expected, to say the least." He looks over at 38. "What the hell is a Bairn?"

"You. Specifically, you are _my_ Bairn. A Bairn is what a Natural Operator like myself calls the E-Class that they made. You'd call me your Progenitor, but don't. 38 is fine with me, and I'll prefer calling you E-6."

"How about just calling me Once-ler?"

"We'll see." The two of them round the corner and enter one of the four training chambers in the courtyard. "Stay right here." she says. Taking a piece of side-walk chalk, she walks to the other end of the divider and marks a red circle about twice the diameter of Once-ler's body. "I'm gonna teach you how to blink, E-6."

"How?" She walks over to him.

"I want you to stare at that red circle. Focus on it until everything else fades away. Clear your mind of everything but that red circle. Once you've focused on it enough, close your eyes, think "red circle", and bam! Blink!"

"That's it?"

"Yup." She walks a short distance from him and sits down on the dirt. "Just getting a little space in case something happens." she calls. Once-ler swallows hard. Taking a deep breath, he stares at the red circle, focusing on it and ignoring everything else in that chamber. Everything else fades from Once-ler's perception. He can hear nothing and see nothing but that little red circle drawn into the dirt. He begins to tingle all over and shuts his eyes, tight.

"_Red circle._" He opens his eyes to find himself standing in the exact same spot he was before.

"Boo! That sucked! Try again, Thneed-boy!" He scowls at her and tries again. Once again, everything fades away from him.

"_Red circle. Red circle. Red circle. Red circle. Red circle. Red circle._" Again, nothing.

"C'mon, E-6! This is easy shit! It's not like I'm having you blink to the other side of the compound! It's just 10 feet away!"

"Shut up!" he cries out. He is really becoming frustrated, and her constant insults were not helping him at all. "_I've got to do it this time. I can't stand to hear her insult me one more time._" He takes a deep breath and centers all his focus on that single point. "_Red circle. Red circle. Red circle! RED CIRCLE! RED! CIRCLE!_" he blinks, but just a couple of feet. 38 falls over, laughing.

"Oh, shit, I'm sorry, E-6, that was just so funny! You looked like you were going to explode!" she falls back into fits of laughter. "If it's that hard for you, try _saying_ "red circle" and see how that works." He sighs, getting more and more pissed off. After calming himself down with a few deep breaths, he tries again, this time, completely ignoring 38, who was still sniggering from time to time. He shuts his eyes and all vanish except for the red circle. He feels cold and a calmness like none he had ever felt washes over him.

"Red Circle..." he says, his voice monotone. A moment later, he opens his eyes to find himself standing in the dead center of the circle. A smile courses up his face and he can't help but cheer.

"Hey! Good job, E-6! You blinked 10 feet! It's a good start, but you'll have to practice if you want to actually be able to do this worth a shit." He pouts. She can't even let him have this small victory. "C'mon, let's walk and talk." Try as he might, he can't be mad at her. Already, the urge he had to go kill her only moments ago had faded completely and he was ready to listen to anything and everything she had to tell him. Is this what it meant to be her Bairn? "I know I told you that you and all other Operators are immortal, but that isn't _entirely_ true." she says.

"Really? What'll kill me, then?"

"Feeling suicidal?"

"No, just curious." 38 stops, and Once-ler stops beside her. A serious look comes over her normally smug face.

"There is one thing and one thing only that will kill us, E-6." she extends her right index finger and touches the left side of his chest. "The heart. Our heads can be cut off, we can be torn in half, our limbs can be removed, we can be cut to ribbons-as long as our heart is intact, we will regenerate. Hell, even if our heart is removed, if it is put back in, we'll live. However, if our heart is destroyed, we will die." she flattens her hand against his chest and looks into his eyes. "At all costs, Once-ler, you must guard your heart. Let no one cut it from you, let no one crush it. To do so is to die." Breaking the tension, 38 glances up at the clock overlooking the courtyard. "Hell, it's time to go back to 33. C'mon, you need to meet Gears!"

"It's all ready, 38! Sharp, shiny, and strong, just like you asked!" the bespectacled young man says. He hands 38 the axe.

"Ain't mine, bro." she says, motioning to Once-ler. "Give it to him." Scooter flutters around 33's head, beeping, as if to reprimand him.

"I know, Scoots, jeez."

"You can understand that thing?" Once-ler asks. The little robot makes a loud, screeching noise and retreats to a dark corner of 33's quarters.

"Watch what you say. Robot or not, Scooter is really sensitive, E-6."

"Oh. Sorry." he takes the axe from the nerdy-fellow.

"Well, give it a swing-just not near my computers, 'kay? Thanks." Once-ler grips the haft of his axe firmly, tightening his hands against the wood. Bringing it in an arc above his head, he brings it down in a diagonal swipe. The blade is so sharp, and the slash is so fast that he can hear the air splitting around the head.

"Nice." he says. He turns to 38. "Hey, Thirty-eight, can we go test it out? I want to see it in action!" 38 grins.

"I think we're going to be great friends, E-6." The two of them grinning, they lock arms and skip to the training grounds. 33 shakes his head.

The two of them arrive in the second training quadrant to see a man in a beige trench coat with blond hair carrying a gun similar to 38's. Next to him stands a dark-haired young woman in a skin-tight black-leather costume. She holds two black metal war-fans.

"Oooh hoo hoo, look at you!" she says, her brown eyes fix on Once-ler. "Aren't you a sexy little fucker?" Once-ler blushes and his mouth twists into an uncomfortable sneer. "Like to get you out of that green suit of yours and see what kind of body you have under that. Mmmhmm." She turns back to Once-ler. "My name is Tsukiko Matsumoto, what's yours, hotty?" She brings her eyes up and down Once-ler's body; starting at his feet, working up to his eyes, then back down, finally settling at his groin.

"E-5, shut up." the blond man says.

"I'm not hurting anyone, my Progenitor! Look at him, you know he's gotta be used to this!" She turns back to Once-ler, still eying his crotch. "So what is it? What am I going to be screaming later; what do they call you?"

"Once-Once-ler." he stammers. The way that woman looks at him, the hunger and lust in her eyes, makes him very uncomfortable.

"Why "once" twice? Like some sort of joke?" she chuckles. "With a wonky name like that, you must have a big ol' dick to back it up, am I right? How big is it?" Once-ler's face burns. A look of anger crosses 38's face.

"I think you should shut your whore-mouth, E-5." 38's hand rests on the grip of her pistol.

"Pssht, whatever. I'm going." She turns back to Once-ler. "You know, 38 has doll anatomy under that like all the rest of the Naturals. If you get tired of Big Red and her bullshit, come see me. I'll leave you raw." she winks and disappears down the hall a short distance behind the blond man.

"Who the hell were they?" Once-ler asks, still rather humiliated.

"That's 24 and his Bairn, E-5. Stay away from her, she's a nympho and...well, let's just say if she wants you, she'll have you whether you want her or not."

"That's just peachy."

"Don't let her get you down. She's just an E-Class like you-she's no real threat." 38 smiles. "Now let's do what we came here to do!" striking the heel of her boot against a small button, a group of autonomous targets raise from hidden chambers in the dirt. "You take the ones to the right, I'll take the ones to the left." She draws "Debbie" and Once-ler unfastens his axe from his back. Some wield guns, others wield swords. After about a half hour, Once-ler and 38 have destroyed every last Training Drone in that quadrant. Scraps of black metal lay in hunks against the dirt floor, sparks flying from their ruined husks. "Good work here today, Once-ler. I think you've earned some rest."

"95 told me that I don't need to sleep any more." 38 shrugs.

"You don't _need_ to sleep, but it's still _nice_ to sleep. Can't speak for you, but I'm gonna go grab a shower and sleep for the night. I suggest you do the same."

"Sure."

He walks through the white corridor and stops at his door, "E-6" engraved on a plaque on the door. A thought crosses his mind.

"_Inside the room. Inside the room. Inside the room._" He shuts his eyes and tries to imagine the inside of his quarters. "Inside the room." he says. Opening his eyes, he finds himself inside of his quarters. "Woo hoo!" he cheers. "I did it! I blinked my way in! I just wish 38 could have seen that." He finds that he doesn't feel as sick or disoriented as he did last time he blinked. He looks about his quarters: Green stripped wall-paper, dark wood floors, grey curtains hanging over false windows. A brass-frame bed rests, caddy-cornered and decked out with green and blue bedding. A dark wood chest of drawers and desk rest against opposite walls with a high-backed, red-upholstered chair pushed into the desk. A pair of metal hooks hang on one wall. A dark wood door sits in between the drawers and desk. Paintings of Truffula trees hang on the walls in gilded frames and small photos of his family rest on his desk. He goes over to the false windows and hangs his axe on the hooks resting above the largest one. The scene depicted in the window changes from a brightly lit country-side to a star-light night sky. Once-ler cocks his head to the side. "_I wonder what 38's quarters looks like? Probably all black with guns everywhere._" He walks into the bathroom, slips out of his suit and into a hot shower. Dressing in an exact replica of his blue bunny pajamas, he decides to sleep.

The next morning, Once-ler awakes to see 38 sitting on his bed, cleaning her gun. Without looking at him or stopping what she's doing, she says:  
"The Master has a job for us to do, E-6. Get dressed, grab your axe, and let's go." Once-ler sits in the bed, staring at 38. "What?" she says, just as she finishes cleaning and polishing her gun.  
"...please leave the room so I can get dressed." 38 snorts and snaps up off the bed, quickly holstering her gun.  
"Whatever." She blinks out of his room. Once-ler gets dressed in his green suit, but leaves his sunglasses and top-hat, thinking they'd get in the way. Grabbing his axe, he blinks out of the room. "That was quick." 38 says, "Looks like you're getting better at this, Sixers."  
"What's our job?" She smiles.  
"Oh, it's a good 'un! You'll love it! There's this drug-cartel asshole holed up in his compound. We're to go there and wipe 'em all out!"  
"We have to kill everyone?"  
"Yep!" 38 was way too happy about this. "C'mon, I know where it is, and I don't trust you to blink over long distances". She grabs Once-ler's arm and the two of them blink into a deep jungle. A tall, tan-skinned man wearing dark camo pants, heavy boots and gloves, and a bandolier across his chest stands there, mini-gun in grasped in his huge arms. He was nearly 8 feet tall and he was twice as wide as Once-ler, his arms as thick as Once-ler's entire body. A brown-green bandana is tied to his shaved head.

"Who's the meat?" he asks, gazing at Once-ler, his black and gold eyes half-lidded.  
"E-6, my new Bairn." she turns to Once-ler. "E-6, this is 44. We like to call him Minigun." Unsure of what to do, Once-ler bows.  
"Pleased to meet you, Number Forty-Four."  
"Minigun."  
"Huh?"  
"Just call me Minigun, meat." He looks over at 38. "You ready, Big Red?" She smiles and unholsters Debbie.  
"You know it, Minigun." The three of them head west through the thick jungle, 44 and 38 making Once-ler lead the way, cutting down the thick brambles in their way with his axe.

"Why couldn't we just blink directly to the compound? Why walk all this way through all," he slices through a particuarly thick vine, "this?" He turns to the Naturals, both of them grinning.

"We're here." 44 says. 38 giggles like a little girl.  
"Hell yeah! Goin' in guns a-blazin', just like old times, huh, Four-Dee-Four!" Once-ler feels like he's going to puke. 38 pats him on the back. Hard. "Don't worry, E-6, it'll be _so much fun_! Just remember what I told you about your heart, alright?" 44 and 38 dive into the middle of the compound, firing as they fall. Blood splatters, people are blown in half, heads explode. Through the din, Once-ler can make out 38's laughter.

"_What kind of monster is she...? These are people-sure they're _bad men_, but she's enjoying this way too much..._" He notices 38 looking up at him as she shoots a couple other people.

"What are you waiting for, E-6? Get your scrawny ass down here and put the fear of The Master in these fucks! Hack 'em up with your axe!" Reluctantly, Once-ler blinks down into the compound and, with his hands shaking and bile working its way up his throat, slices a man's head off, blood spraying onto his green suit. "Good! Now, keep going!" 38 says, changing Debbie's clip and firing into a group across a small garden. It pains him to do this, but Once-ler continues cutting through more of those men, taking massive fire as he does. The bullets sting, but they won't-can't kill him. As he slices one man in half vertically, a smile crosses Once-ler's lips.

"_Wait...did I just _enjoy_ that? What the hell?...I don't like this..._"

"I'll finish up out here, meat. The big wig is holed up inside his mansion with a few guards. You and Big Red get in there and kill them." 44 says, turning his minigun on a group of men. Once-ler nods and runs to the front door of the mansion.

As he crosses the threshold, he feels a gun against his head. He freezes as he hears a man shout something in a language he couldn't understand. There is a loud gunshot, and the man falls. 38 strolls up beside Once-ler.  
"Really, E-6? You couldn't have just swung your axe and sliced the fuck in half? Even if he _did_ pull the trigger, it wouldn't have done a thing. Imagine, he'd shit his pants once he saw that."  
"I-I'm sorry, 38."  
"_Don't_ let it happen again, E-6. We'll have to have a little talk when we get back to HQ." she says as the two of them walk in.

Doors fling open and a group of 20 men step into the hallway. They train their AK-47s on the tall man and woman. 38 smirks and blows a bubble; Once-ler not sure where she even got the gum. The men open fire and Once-ler takes shelter behind a lowboy. 38 just stands there, emptying round after round into her attackers. One of them runs, sobbing. 38 grabs Once-ler by the arm and jerks him down the hallway with her, grubling about him being "useless" and "a coward". She kicks down a closet door and finds the one remaining guard-a boy. He couldn't have been more than 14 years old. He holds his hands up, blubbering in what sounded like Khmer. 38 scowls at the boy and raises her gun.

"Stop!" Once-ler grabs 38's right arm, pulling her gun down. "Don't kill him! He's just a kid!" 38 elbows Once-ler in the face, knocking him down. Before he can get back up, she fires one shot into the boy's head, nearly blowing it completely off. "No! Thirty-eight!" Once-ler starts to cry. 38 glares at him and, roughly, she takes him by the collar. She jerks him to his feet and pulls him close to her face.

"You listen to me, _Once-ler_, our orders were to kill everyone here. That means men, women, children-they are our targets under the Master's supreme judgment. We are weapons of blind, cold, indiscriminate justice, you hear me?"  
"...he was just a little boy..."  
"He was a target."  
"He was trying to surrender to us!" 38 slaps Once-ler across the face, hard enough to knock him from her grip and to the floor.  
"You really are useless. Wait in this closet with the dead kid. I'll take care of Samnang Nimol my damn self. I'll be back when his brains paint the walls of his office." she smiles, her anger and disappointment towards Once-ler vanishing at the thought of killing again. She skips down the hall, giddy.

She reaches a pair of huge, mahogany doors with brass handles. Inside, she can hear someone muttering to themselves, panic in their voice. She draws her gun and blows the door open to find it empty.

"You're shit at hiding, Samnang. I could hear you through the door." A lean, dark haired man steps out from behind a bookshelf, smiling.

"You really think that those were my best men, whore?" he says, his thick accent obscuring the sentence. 38 hears someone drop down behind her, but before she can raise her gun to shoot them, an axe slices through the black suited person. As the blood-spray stops, Once-ler stands there, tears on his face. 38 smiles at him and, without even looking at Samnang, shoots him in the back of the head as he tries to crawl out the window.

"Good work, Sixers." she says, patting him on the back. "I take it back; you're not useless-but you need to grow a damn pair and learn to kill who you are told to kill." The two of them hear heavy boots plodding down the hall and see 44 walking towards them, his mini-gun slung over his massive shoulder.

"Samnang dead?"

"Yup." 44 Notices the tears on Once-ler's face.

"What's meat's problem?" 38 looks over at Once-ler for a moment.

"It's nothing. He'll get over it." her voice drops, addressing Once-ler himself: "Won't you, E-6?"

"Yes, 38." He nods. The four of them blink back to HQ, their mission finished.


	2. Chapter 2

Operator

Part Two

Aloysius O'Hare sits alone in his office. His company is ruined, and the repossession depot has taken all but his desk and chair. He leans forward, head in hands.

"_Don't cry. Goddamn it, you're Aloysius Mother-fucking O'Hare. Don't cry. Don't you shed a single goddamned tear, you hear me? You shed a single tear, and you're a worthless human being-_"

"You're already worthless, stumpy." O'Hare looks up. Leaning against his door-frame is a woman with long black hair clad in a black business suit, a coil of chains hanging from her waist like a whip.

"The fuck are you and what are you doing in here?" The mysterious woman smirks and swaggers over to the diminutive businessman.

"Pity, you used to be on top of the world. "Clean air for everyone!"" she looks over to the window. "They all hate you now, short stuff. They want your blood."

"Get out of my office." he glares at her. Clucking her tongue and waggling her finger, she says:

"I wouldn't be so hasty to make me leave, Ally. What if I told you I could put you right back on top?" She places her hands on the sides of his desk, lowering herself so that their eyes meet. For the first time, O'Hare gets a clear look at her eyes-black sclera and gold irises. Her pupils run in vertical slits.

"Nice contacts." he scoffs. Ignoring that remark, the strange woman replies:

"Think about it, O'Hare. I can give you so much: power beyond that of even your wildest wet dreams, respect, the mindless obedience of everyone lesser than you, and here's the best; immortality, Aloysius. Immor-fucking-tality." Sure, it sounds stupid, especially the immortality part, but at this point, what did he have to lose?

"What do I have to do?"

"Agree to my terms; pledge yourself to my benefactor. All you have to say is: "Yes, Number 12, I, Aloysius O'Hare accept your offer with my entire body and soul." That easy." He leans back, thinking this over.

"_Wonky as hell, this. Benefactor? What? And what kind of name is _Number 12_? Eh, what the fuck ever. Best case scenario, she's legit and I'll get everything she promised. Worse case scenario, she's batshit crazy (which is more likely), and nothing happens._"

"Well, baby-man? What'll it be? Continue living in ruin or become something greater than you could ever be on your own?" He rolls his eyes, sighs and repeats what she told him:

"Yes, Number 12, I, Aloysius O'Hare accept your offer with my entire body and soul." An impossibly wide smile spreads across her milk-pale face.

"Good. Now, you'll have to come with me. I can't do you here, someone will catch us and I need privacy to change you." Before he can remark, she grabs his shoulder. A sick feeling fills O'Hare's tiny frame. He feels as if he is being torn apart: bones, muscle, organs, all; but he feels no pain. He longs to vomit, but cannot find his own mouth. Just when he thinks it wont end, the two of them find themselves in a comically tall, awkward but ruined old house. There are signs that someone else has been there not too long ago. There are blood splatters on the wooden floor. A plushy, pink, scarf-like object sits nearby and the windows are boarded up. O'Hare drags himself to a corner and vomits as the tall woman leans against a dusty wall. "You done, shorty?"

"Shorty?" he says, wiping his lunch from the corner of his mouth.

"I'm running out of names, sue me."

"What the fuck was that!?"

"I had to blink you here. It would draw too much attention to walk to Thneed guy's old place."

"Once-ler's house...? Why here? Where is the old bastard? Finally died?"

"Oh, he's not dead. Not in the slightest. He is now what you are to become."

"Huh?"

"Sleep." O'Hare's eyes flutter and, despite the best of his efforts, he slips into a deep sleep. The woman calling herself 12 walks over to him and removes his suit jacket, tie, button-down, and undershirt, exposing his flabby chest. "Guh, why couldn't I have gotten someone a bit more attractive?" she shakes her head and places her left hand over his mouth and her right hand over his heart. Lowering herself against him, her eyes roll to the back of her head. She mutters in an uncertain language. Removing her hand from his mouth, she locks lips with him and draws in, sucking in every last bit of air in his lungs and diaphragm. She takes out a silver blade. She slashes across his right arm with the blade and hot, red blood spills out. Pulling back the sleeve of her own jacket, she drives the blade in between the radius and ulna of her left arm. Dragging the blade, she allows more and more of her blood to spill out onto his wound. She rips out the knife and casts it aside. Quickly, she lifts his arm to hers, allowing their blood to mix. After about a minute, she releases his arm and in the blink of an eye, her arm heals completely-not even a scar.

O'Hare's eyes shoot open. He raises to his feet, screaming; holding his head.

"WHAT IS THIS!? WHAT DID YOU DO TO ME, YOU BITCH!? GOD, IT HURTS! MAKE IT STOP!"

"Oh, don't be such a baby. It's just your body changing, O'Hare. It'll stop soon." He drops to his knees, gasping for air. As his eye-sight clears, he sees the deep gash on his arm heal, starting at the edges and working towards the center as if it is being zipped closed. 12 stands up from the desk she had been sitting upon. "All done!" she says, clapping her hands. "You're officially an Operator now, Aloysius! Good job!"

"Operator...?"

"_Most_ of us serve this crusty old know-it-all bastard called The Master. Not me, not 24, not E-5, and now, not you either, _E-7_. We're immortal, powerful; gods and goddesses amongst men and women, but The Master uses us as his errand boys and errand girls. Bullshit, you know?"

"Once-ler; you said that he's one of these, now?"

"Oh yes, not long before Boss-man sent me to make you, The Master sent little-miss-perfect, 38, to make him. He's called "E-6" and it is your job to kill him. Since the sun raises and sits in 38's pale ass, you know The Master loves him, too."

"Why am I called "E-7"? Hell, why is Once-ler "E-6"?"

"In the beginning, The Master made all of us Operators. We were given a number based on the order in which we were created. I was the 12th to be made, so I am Number 12 (or just 12 for short). A couple hundred years ago, though, Master wanted to make more Operators. Problem is, he's not as omnipotent as he thinks he is-he made all of us he could in the beginning. So, he had Number 49 make a human into an Operator-some guy named Roldan. Those of us who were made in the beginning are called "Naturals"; meat-sacks like you who were human are "E-Classes". He doesn't let it happen often, you are only the Seventh in about 600 years, and you aren't even permitted by the Master."

"Then how...?"

"Some questions are better left unanswered." She throws his clothes at him. "Get dressed, stubs. Your body disgusts me." she smiles, "Plus, you have new friends to meet. Get dressed quick, though. I hate waiting around." Strangely, O'Hare felt compelled to do exactly as this tall, dark-haired woman told him. Just as he finishes with his tie, she grabs him again.

"Not this shit again!"

"Yup." In an instant, she blinks the two of them into a dirty, shop-worn warehouse. Again, O'Hare vomits...right onto the boots of a tall, blond man clad in a beige trench-coat.

"Pleased to meet you, too, Aloysius." He says, looking down at him, a wry smile on his perfect face. He, like "12" had black and gold eyes. 12 sighs, walking over to them.

"Saints alive, he did it again? You gonna ralph every time we blink, little man?"

"Ah, leave him alone, Chains. I think he's pretty hot. I'd fuck him." another woman, this one in a skin-tight black uniform, a pair of war fans at her sides says. Her eyes are human.

"You'd fuck anyone, E-5." Clearing his throat, the tall man speaks:

"Hello, Mr. O'Hare. You've already met the lovely Miss 12, I see. We call her "Chains" and you are her Bairn. She is your Progenitor. You will obey her every word." he motions to the other woman. "That's E-5, my Bairn. Her real name is Tsukiko Matsumoto." He gives a nice little bow. "I am Number 24, the one in charge, here. The Boss-man." He snaps his fingers and E-5 walks towards O'Hare with a white metal case. "We have a little greeting present for you." Still a little shaky from being "blinked" and all the vomiting, O'Hare opens the white box to find a pair of white gloves inside. They looked to be made of both plastic and metal and were scaled, perfectly, to his small hands, short forearms, and stubby fingers. Each one had a single blue button on the center.

"What are these?" he asks, scrambling to his feet. 24 pats him on the head.

"Your weapons, E-7. Go ahead, put 'em on. Chains'll teach you how to use 'em so you don't slice yourself into pieces. They are awfully similar to her weapons, ain't they, Chains?"

"Yeppers!" she calls back.

"What the hell are you people?" 24 laughs.

"You accepted the offer without even knowing what we _are_? The hell kind of businessman _are_ you?" He shrugs. "I guess I'll show you. E-5, if you would, show him what _we are_. My gun's nothing special enough, so you'll have to cut my head off."

"Sure thing, boss!" E-5 says, delighted. She extends her fans, the metal clashing against itself ringing through the abandoned warehouse. Elegantly, E-5 begins to spin on the balls of her feet, her fans stretching out, cutting through the air.

"Don't bother with the acrobatic routine right now, Tsukiko. Just cut my head off." She stops.

"Spoil sport." Sighing, and without ceremony, she waves her right fan, cleanly slicing 24's head off. It falls to the floor and black blood gushes out from the stump. He falls to his knees, then face-down. O'Hare stares, dumbfounded, at the severed head at his feet, the blood moving closer to his shoes. He steps back a little. 24's head melts away into a pool of black blood and moves back to his body. In the blink of an eye, his head has perfectly regenerated; his hair staying in the same style. He pops his neck and draws his gun. It has a stubby barrel; chrome with a black grip.

"This is my weapon. It shoots .30-06 rounds, just like 38's _Debbie_. I call him _Floyd_." He fires behind the group, blowing a hole in the wall behind them. "Chains, show your Bairn what _you_ do."

"Thought you'd never ask." she scoffs. She moves her wrists and from the sleeves of her suit jacket fall two thick, long, silver chains. "The chains at my side are just for looks." she says, smirking. She whips her chains about her head in a wide arc and wraps them around E-5, one at her neck and the other at her waist. Sneering, she pulls them apart, ripping E-5 in half. Seemingly at her will, the chains drop E-5's halves to the floor. A moment later, the woman has regenerated.

"Not cool, Chains. Warn me when you're going to do that." She scolds. O'Hare chews his right thumb as he eyes the three of them.

"_These people are fucking nuts. What the hell have I gotten myself into?_" 12 walks over to O'Hare, her chains dragging behind her, leaving a trail of E-5's blood on the epoxy floor beneath them.

"My chains are like an extension of myself. Whatever I want them to do, they do. Your weapon will work the same-once you get used to it. Go on, niblet. Try 'em out. I didn't steal 'em from Gears and rebuild them for you for nothing." Carefully, he presses the blue buttons on the gloves and, from each finger slides out a single cyan blue laser, about as thick as yarn. The gloves hum softly.

"E-5 and I are going to blink back to HQ before we're missed. Stay here with E-7 and teach him how to use his new weapons." Chains twists her wrists a bit and the chains shoot back into her sleeves. She puts her hands on his shoulders, standing behind him.

"Alright, shrimp, you see that table over there? I want you to slice it up using just your right glove. You're not ready to use both, yet." He gulps and raises his right hand, the lasers cracking against one another. "No! You have to move them fast! It works better that way." He waves his right hand, the lasers slicing the table into five pieces, along with the wall behind it. "Good, but you'll have to learn to get better with this, fun-size."

Several months had passed, with Once-ler becoming stronger; more accepting of his new role as an Operator. He and 38 had been sent on several missions since then: stop a sex-trafficking ring, another drug cartel, gun-runners, another sex-trafficking ring, a third drug cartel. He and 38 sit in the Solarium together, staring up through some of the most exotic trees he had ever seen.

"You ever get bored, E-6?" 38 asks, blowing some of her hair out of her face.

"What do you mean?" he sits up.

"Well, it's always the same. Kill these criminals. Kill those criminals. Train. Practice. All the time."

"But you've been doing this a long time, 38. How could you get bored with it?"

"You remember the last Big War, Once-ler?"

"It happened way before I was ever born, 38. I've heard _of_ it, but I wasn't alive yet."

"Those were the days. Sure, it's sad that all the innocent mortals died, but goddamn, was it fun killing those arm-band loving mortals. They were smart, too. Only mortals who knew how to kill us-who knew what we are. _Those_ were fights against mortals. Not like the fights we have now. Stupid fucks don't even know what they're up against with us."

"But is sure does seem to amuse you when they figure it out..."

"Of course it does, E-6! I mean, they look at you-a tall, gawky fucker in a weird green suit carrying an _axe_ of all fucking things. They're all "Look at this weird bastard. Let's kill him!" so they shoot at you, right, might even hit you a few times, and you blink right to them and slice them all to hell with your axe! The survivors are all running, screaming, shitting all in their pants. I blink right in front of them, they scream, piss themselves to keep the shit company and pray to whatever "god" they have while I shoot them in the fuckin' head! What could be better?"

"Excuse me, I don't mean to interrupt the two of you." a small, mousey voice says. Once-ler and 38 turn to see a young woman, a Natural Operator by the looks of her eyes, clad in a fuzzy purple sweater and a knee-length purple skirt. Her orange hair is tied back in a pony tail with a violet flower tied into it. She wears big, round glasses.

"Hey, Archs. What do you want?" 38 says, standing; jerking Once-ler to his feet, too.

"The Master says that there is a problem, that He needs to speak to the two of you."

"Sure thing." 38 says. Archs blinks away.

"Who was that?" Once-ler asks.

"That was 89. She works in the Archives-it holds all the information; mortal or Operator, that ever was, is, or will be. It is also why we call her Archs."

"Does she fight?"

"Nope. She _can_ but she's not made for combat."

"So...are we going to meet The Master, now? Archs said He wanted to talk to us."

"Nah. It'll just be over speaker-phone." she says. The two of them blink to The Master's Office. Just as 38 expected, it sits empty. The walls are covered in black and white striped wall-paper and the floor is carpeted in a white-and-red checker-boarded pattern. The desk is wooden, and a white speaker-phone rests on it. "Hello, Master," 38 says. Once-ler had never heard her address anyone so calmly, so formally, and with so much respect, "This is Number 38 and I have my E-Class Bairn, designation E-6; former name Once-ler, with me, Master." She gets down on her knees and bows before the speaker-phone. Confused, Once-ler mimics her.

"The two of you can stand up, now." The voice sounded kind and like it belonged to an older man. "Really, 38, you do not need to bow before me like that-much less my speaker-phone."

"I am sorry, Master. I apologize." 38 says. Once-ler notices a grey flush to her cheeks.

"_Is she _blushing_? Why is it grey? The black blood?_"

"You don't need to apologize, 38. And before you do, don't say you're sorry for that, either." he chuckles, his laugh warm. Once-ler feels relaxed. "Once-ler, it is nice to meet you. I hear that you are acclimating to your new role as an Operator quite well-that you are following my will very well. I am pleased, with you, Once-ler."

"T-Thank you, Master." he says.

"I am sorry that I could not call the two of you in here for happier reasons today, but there is a problem. A very _big_ problem and I know I can count on the two of you to handle it."

"Yes, Master. Whatever your orders, E-6 and I will follow them to our deaths." 38 says, standing rigid.

"This will not be a standard mission for the two of you," his voice has taken on a much more serious tone, the mirth and whimsy drained from it. "Numbers 44 and 12 have detracted. They have lured other Operators away from the compound, telling them that I sent the two of them on a _secret mission_. None of them have come back. We have already lost Numbers 75, 43, 2, 85, and 97. The two of you are to blink to their location. I will implant it into the two of you now." Once-ler feels pressure on the inside of his head and his eyesight blurs for a moment. 38 doesn't move. "38, as badly as it may pain you, 44 is _your_ target. Once-ler cannot handle him. Once-ler, 12 is your target."

"Yes, Master." 38 says. "44 is the enemy now, I understand and I will follow your orders as you have given them to the death rattle."

"Ah, 38, must you always be so dramatic?" he laughs. "I suppose so. I _did_ make you that way. The two of you are dismissed." he says and the two of them blink out of the office.

38 finds herself in the ruins of town. It looked as if, many decades prior, there had been a war. Before she can collect herself, a spray of bullets hit her, knocking her down and into a pile of rubble.

"_Shit, he saw me before I saw him. Rookie mistake, 38._" She scrambles deeper into the rubble, hiding under it. 44 fires in the direction he saw 38 fall.

"Big Red, come on out. It doesn't have to be like this!" 44 calls out. Shutting her eyes, 38 tries to pinpoint 44's location based upon the trajectory of his bullets and the sound of his voice. "You could join with us! What good has Master done for you, anyway? You lick His boots like a dog, and He does jack shit for you-for any of us."

"_Us? He can't just mean himself and 12 or he would have said "me and 12"-I know 44 well enough for that._"

He fires some more, destroying the wall between himself and 38's rubble.

"Big Red, please! I don't want to have to kill you! Join us!" He is shot in the back of the head his mini-gun falling to the side as he scrambles to find his feet.

"I'm afraid I can't do that, _Minigun_." She shoots him a few more times, tears in her eyes. He grabs his mini-gun and levels it at 38. Before he can fire, she fires a single shot into the barrel of his mini-gun. It explodes, blowing his arms off and his torso open. He lays back, black blood trailing from his nose and mouth. 38 walks down to him, keeping her gun on him. "You betrayed The Master."

"Big Red, you don't have to kill me. Think about how much we mean to each other-the thousands of years we've fought side-by-side!" he coughs, blood spraying against his bare chest. "Please, just hear me out-if you join us, you'll be placed high amongst us." She shoots him in the face, tears rolling down her cheeks.

"You are an enemy. You have to be destroyed." she drops down in front of him and, without hesitation, she rips his heart from his chest. He looks up at her, his eyes bleary.

"...38..."

"I'm sorry, 44." she says as she crushes his heart. His eyes go dim and he falls limp. She throws his heart aside and, taking her gun, fires into the ruined organ again and again. "...44...why'd it have to be you?" she says, wiping away her tears with the black sleeves of her trench coat.

Once-ler sits on the floor, dizzy. He has blinked plenty of times on his own, but never like this. He didn't even know where he was. He looks around.

"_Looks like the gym of an abandoned High School..._" he thinks. He stands, taking his axe in his hands.

"Oh, I don't fuckin' _believe_ this shit!" he hears a woman's voice shout, disgust thick in her words. Out of the darkness, two silver chains fly at Once-ler. Quickly, he raises his axe and deflects them away.

"Who's there? Come out." He shouts, holding his axe in front of him, ready to defend as he casts about from side to side. The chains come again, this time, from his left. Coiling tightly around the haft of his axe, they yank it from his hands. Hoisting it above Once-ler, the chains snap the axe and throw the halves to opposite sides of the gymnasium, the wood and metal clattering against the floor.

"_This_ is who they send against me? A fuckin' _E-Class_? Is that all that that asshole the Master thinks of me?" the chains fire again, this time, one catching Once-ler's left leg and the other around his neck. He is pulled into the air. "Not just _any_ E-Class, but the fuckin' _noob_?" The chains pull on him, pain shooting through Once-ler's body. He feels his tendons tear and tears roll down his cheeks. Just as he thinks he is going to be ripped in half, he is thrown, hard, into a block wall, bits of concrete and chipped paint raining down on him. The chains are no longer around him. "Run, you little bitch. Make this a challenge for me!" the woman shouts. Scrambling to his feet, Once-ler runs, his dress shoes clacking loudly against the wooden floor of the gym. "You know, for as proud as 38 is, she would be so damned ashamed to see you running from me right now, Once-ler. I hope that makes you proud of yourself. When she finds your body, I'll tell her how you died like a coward." the woman laughs. Once-ler trips and feels a sharp pain in his ankle. The bottom of his pants, around his ankle is wet: blood. He fumbles in the darkness, his gloved hands finding the head of his axe. The twin chains come at him again, this time in a coiling pattern. With what is left of his axe, he slashes, knocking them away. "Damn it!" he hears her shout. "No! No! This is good. Fight like you have a pair, Once-ler." Again, they come at him, from the right, and he knocks them away. "I'm making this too easy on you." she says. She sends one chain to him, and he knocks it away. As he is doing that, a second coils, tight, around his neck. The other chain returns, joining its twin around Once-ler's neck. "There we go!" she cackles. She slings him again, bringing him high, smashing his thin, lanky body against ceiling. He can't scream. "Little E-Class, you are in over your head." She brings him down, bashing him into the floor hard enough to break the wood, splinters stuck in his body. "Did you really think _you_ had a chance against _me_?" she drags him forward, the wood tearing into him, ripping his clothing and flesh alike. "I am Number goddamned 12. CHAINS! CHAINS! I am the genuine article!" She rips him from the floor. "_You_ are just an E-Class. 38's _toy._ 38's _pet_." she slings him across the floor, the right side of his body smacking against the bleachers. He feels his right ribs, hip, and leg break. Pain radiates through him. He is dragged back left and pulled forward. "STAND UP!" the woman screams at him. "Stand up, you little bastard!" Wobbling, and in intense pain, Once-ler stands.

12 giggles and pulls on the chains. "Come to me, Once-ler. Don't be scared, just get a little closer." he tries to struggle, but he is dragged towards her, the tightness in his throat increasing. He can't breathe. The woman elbows the light-switches behind her, illuminating the ruined gymnasium. "I want to look at your face." she smiles. "Everyone's right. You are a cutey, even with those bruises-but they are a-healing." she pulls tighter, cutting off Once-ler air supply and drawing him closer. His eyes bulge and his face turns red. He begins to lose his ability to see, and everything starts to go quiet on him. "This is taking too long..." 12 says. Allowing one of the chains to slip from Once-ler's neck, she reaches, quickly, into his chest and tears out his still-beating heart. The other chain slips from his neck and both retreat back into 12's sleeves. Once-ler falls to his knees, his right hand trying to hold the massive hole in the left side of his chest closed. His blood spills onto the floor as he tries to crawl away from her. 12 scowls at him and brings her right foot, hard, between Once-ler's legs, striking him in the crotch. He screams and falls to his side, blood gushing from his chest as his hands instinctively travel to his groin. He coughs and sobs. "D'aww, did that hurt your wee-wee?" she says, mocking him.

"Sh-shut u-up you-you b-b-bitch..." he stammers, pain making it difficult for him to speak. She clucks her tongue.

"That's no way to talk to a lady as sharply dressed as me, Once-ler. I _was_ just going to kill you right out, but now, I think I want to play with you." she drops down, grabbing him by his now bloodied hair and yanking him up to meet her eyes. "I want you to feel as much pain as possible, Once-ler. Don't worry, while your heart is our of your chest, that big ol' gapin' hole won't heal." She squeezes Once-ler's heart. He screams, his body pulling into a fetal position. "Did that hurt? What about this?" she digs her finger nails into his heart and he screeches, pulling himself together tighter. She kicks him in the ass. "You're such a baby!" She starts kicking him; his back, his ass, his legs, his head, his arms, and landing a couple more to his privates. "Well, this is fun, but I got my orders, you know?" she squeezes his heart, slowly. Once-ler is too weak to scream.

A gunshot rings out and 12 falls back, dropping Once-ler's heart. 12 stands back up, a smoking hole right between her eyes.

"Leave him alone, Chains." 38 says, her voice calm. 12 pouts, the slug slipping out of her head and the wound closing.

"Gee-whiz, Big Red, you really need to learn how to share your toys. I was just _playing_ with him. He's such a pretty dolly; I couldn't resist."

"I'll kill you, 12. You're not my target, but I will kill you." she says, still perfectly calm.

"Really, bitch?" 12 says, firing both chains at 38. Smirking, 38 fires, shattering 12's chains. "My chains!" While 12 is distracted, 38 blinks to her. Laughing, she tears 12's heart out and crushes it between both hands, grinding it into a fine paste. Quickly, she snatches up Once-ler's heart and rushes to him. He has gone pale; nearly all his blood lying around him in a crimson pool, staining his green suit. He trembles and weeps, very softly. 38 turns him onto his back and separates his arms. She places his heart back into his chest. Slowly, his ribs grow back together and the wound closes completely. Once-ler looks up at 38.

"38...? Is it really you...?" she strokes his cheek. His lips are blue, and his features are sunken. "Am...am I going to die, 38?" She shakes her head.

"You've lost a lot of blood, Once-ler. You had your heart torn out. It's been damaged, but now that it is back inside you, you'll heal. Right now, I have to get you back to HQ. You're too weak to blink back yourself, so I'll blink you back." she forces a smile. "You're going to meet someone new, tonight. We call him Heals, but his designation is 54. He'll take care of you, Once-ler. I promise." Gently, 38 takes Once-ler into her arms and blinks the pair of them back to HQ-directly into 54's quarters.

"Great Scott, what happened to him?" 54 says. He is a young man with oval-frame glasses, blond hair, and a brown stocking hat. He is clad all in brown.

"I cannot discuss what happened to E-6 until Master permits me to. Please, heal him."

"His suit's completely ruined. Pity, it's a nice suit." he shrugs. "We'll get 66 on it-she'll have it fixed by morning. I'm going to have to take it off him, and you know how the E-Classes are about their bodies. Blink to his quarters and get him a change of clothes, will you, 38?"

38 blinks to Once-ler's room and begins going through his drawers for a change of clothes. She takes his pajamas and a pair of underwear.

"_54 will probably clean the blood off him: I won't have to worry about it..._" she looks around his room, at the photos of his family, at the paintings of strange, fuzzy trees with tall, thin trunks. "_Why did I let him go alone? Yeah, Once-ler can kill the fuck out of humans, but Operators are a different story. We are stronger, faster, and much, much harder to kill. I should have known he wasn't ready-I should have requested that the Master possibly rethink allowing Once-ler to go on such a dangerous mission. I could have gone with 19. We've worked together before. He's boring as all hell, but he's dependable_." She shakes her head and blinks back to 54's quarters. Once-ler lies on a bed, a white sheet covering his nude form. Just as 38 expected, 54 has washed the blood off of him. She sits his clothes down at the foot of the bed and walks over to him. He's sleeping soundly.

"I gave him a bit of hlias. It'll put him into a false Recovery State-he'll heal a lot faster than he would under a natural Recovery State. He'll be fine in the morning. You can dress him if you like, and take him back to his quarters to sleep. He's out stone cold." she nods and 54 pulls the curtain. Quickly, 38 dresses Once-ler and blinks him to his room. She lays him, carefully, in his bed. Tousling a bit of his raven hair, she says:

"I'm so sorry about today, Once-ler. I should have been there to help you. I...I know I'm hard on you, sometimes, but that's because I want you to get stronger. I _know_ you can get stronger-you can be the best damned E-Class if you want. You're just as tough as a lot of us Naturals. I'm proud of you-I'm glad that you're my Bairn." 38 pouts. "See you in the morning, and, with any luck, you didn't hear any of what I just told you." she blinks to her own quarters to sleep for the night.

The next morning, Once-ler awakes to find himself lying bed. Quickly, he sits up and opens his pajama top, searching for any signs of the wounds that nearly killed him the previous night.

"_Gone. All of it-not a single bruise or scar. It's like last night never happened._" he thinks for a moment. "_Oh, no. 38 is going to be so pissed at me. That Operator with the chains kicked my ass. God, she's going to call me 'useless' and all that, isn't she?"_ He sighs and looks over at the door to his quarters. Against the door rests a magenta bag emblazoned with the words:

"**Goodness gracious! Your suit sure was all bloody and torn up, E-6. I fixed it for you. It's good as new, don't worry! Not even a spot of blood on it, either. -66 "Princess"**"

He takes his suit from the bag, dresses, and blinks to the main hall-he knows 38 will be there-she goes there every morning to chat with a few of the other Operators. Surely enough, she sits at table across from a man in a brown flak-jacket and a woman dressed in a green sniper's uniform. A green beret rests on her head, and her left eye is covered by an eye-patch. Sheepishly, he walks over to them and sits down next to 38.

"Oh, hey! E-6! Glad to see you're up. I was starting to wonder if I was going to have to get you myself!" she says, her voice cheerful. Once-ler breathes a sigh of relief. She pats him on the back. "I'd like you to meet some friends of mine-the guy in the brown jacket is 19, and next to him is Dead Eye-Number 86."

"Why do some of you have nicknames and some of you don't?" Once-ler asks. "Like Heals, Archs, Dead Eye, Gears, Granny 95, Princess-and what they call you, 38-_Big Red_."

"It's just a quirk." the one called 19 says. "Some of start calling one of us something, and it just sort of sticks. Sometimes, it is because of what we do, or what weapon we use. With Princess it's because of her attitude. Granny 95 looks old. Heals is called Heals because he doesn't fight. He is unique amongst us Operators because The Master sends him to end pandemics. He is incapable of killing, only healing. Gears is called Gears because he is the one solely responsible for all our tech and our weapons. Dead Eye, show him why you're Dead Eye." The green-clad woman lifts her eye-patch. There is nothing underneath, just smooth skin over the faintest hint of an eye-socket.

"Master made me to be a sniper. He decided that I didn't need a left eye, so He didn't give me one. I wear this eye-patch to hide it. It looks weird. I am called Dead Eye because of my more-than-proficient marksmanship." she says, pulling the eye-patch back down.

"What about 38?" 38 sighs.

"Though I wish they wouldn't, they call me Big Red because I am the tallest female Operator and my hair is red." She turns to face the two across from her. "It's been great talking to the two of you, but Once-ler needs a new weapon. Gears should have it about ready." She looks over at Once-ler. "C'mon."

The two of them blink into Gears' quarters. He stands in front of a table, a long, wide metal case resting on a table behind him. He is grinning, and Scooter hovers around-just as excited as his partner.

"Show him, Gears." 38 says, a smile slipping across her smug face. The nerdy fellow dashes back to the table and effortlessly lifts the case. Slamming it down on a table between himself and his visitors, he pops open the latches on the front of the case. Inside is a long, silver-tone battle-axe. Its blades are wide and thick, with an Angel's wing motif and a central spike to balance the two blades. The haft is long with two parts raised. They appear to be movable. At the end of the haft rests two oddly-shaped, bladed counter-weights, also in an Angel wing motif.

"This," Gears says, "Is _Cassiel_, your new axe, Once-ler."

"Cool. Neat name, too." Once-ler says, reaching for his new weapon. Gears slaps his hand away.

"I have to show you what it does, first, E-6." He lifts the axe out of its case. Turning the top raised handle, the head of the axe slips out from the haft, attached by a chain. "This is Cassiel's kusarigama mode. You swing it around by the chain; it allows you to cut people down without having to be right up on them-a big problem with an axe." He turns the top handle again and the axe-head is pulled back into the haft along with its chain. "Plain, regular old axe mode. Boring, but efficient." a smirk crosses his lips. "This is my favorite feature, so hold tight." he turns the lower handle and pulls out the counter-balance at the end of the haft. He pulls out the counter balance, revealing two curved, serrated blades on silver-tone handles. "This is Cassiel's kama mode. Axes are slow weapons, Once-ler. They pack a punch, but you're fucked against a fast enemy. These kama will serve as back-up weapons and will really help you against the fast bastards." he slips the hilts of the kama back inside the haft of Cassiel proper, turns the handle, and the kama are secured inside. He hands the elegant axe to Once-ler. "Go on! Take it out to the training ground, lemme see it in action! I worked super hard on it." Before he, 38, and Gears can blink to the training ground, The Master's voice rings out over Gears's intercom.

"38, E-6, normally, I wouldn't contact the two of you in this manner, but this is an emergency! There has been a breech. I repeat, there has been a breech! 38 and E-6, blink to Sector 45, the rest of you, stand and fight! We are over-run! There are detractors killing everyone loyal to Me. Stop them, all of you!" 38 and Once-ler blink to Sector 45.

The two of them stand there, the room completely silent and almost completely dark. The floor is a dark metal, just as the walls and ceiling. There are no windows and no door visible.

"What is this place?" Once-ler whispers.

"Sector 45...none of us really know _why_ it exists; why it's even part of HQ. Most of us speculate that it is some sort of annex." A hum fills the air, along with an electric crackling. A short man; as small as a child, steps out of the shadows.

"Hey, Once-ler." he smirks. "You know, I never got to thank you for destroying the environment. If it weren't for you, my company would have never existed."

"The hell are you?" Once-ler asks, looking down at this tiny man. 38 draws her gun.

"Not so fast." he waves his left hand and a single, cyan-blue laser slices 38's hand off, taking her gun with it. "I'd get my weapon ready, Once-ler; inventor of the Thneed, founder of Thneedville."

"_Whoever this little bastard is, he's fast. I didn't even see how he took 38's hand._" Quickly, he draws the kama from the haft of Cassiel. The small man whistles.

"Neat." Once-ler dives on him, slashing at him with the kama. Every single slash, the short fellow dodges. "This is getting boring. I think we've played long enough, Once-ler." Quickly, he slices off Once-ler's arms. Before he can do anything else, the small man slices his legs off, too, just above the knee. Once-ler falls to the floor and a gun-shot rings out. The small man moves his hands quickly and a mesh forms from the lasers, blocking her shot. He turns his head towards her, quickly. "Really, 38?" She fires again and again, each time, her bullets are blocked. She blinks to him, the end of her gun right between his eyes.

"You're an E-Class. If you surrender, I won't kill you." she says. He looks up at her, smiling.

"Grid pattern." he says, plainly. 38's eyes grow wide and in an instant, she is sliced to pieces, her flesh falling to the ground along with her gun. The only thing left in tact is her head. Her black blood soaks the floor. He laughs, shaking his head. "You know, I thought a Natural would be made of sterner stuff, but she went down so quick. _You have to be careful of Thirty-Eight, O'Hare. She's the real deal. She'll kill you before you can blink if you're not careful_. Bullshit." He is kicked, hard, in the side of the head.

"You killed her!" Once-ler screams, grabbing O'Hare by his hair in mid-fall. He swings him into the nearby metal wall, denting it. "You little bastard! I'll kill you for this!" The gloves hum, and the lasers flicker to life. Before he can do anything, Once-ler rips his arms off. "Not this time, fuck-face." Once-ler throws him to the ground and piles on top of him, beating him with his right fist while holding his hair with his left. "How fucking _dare_ you kill her!" he beats him, busting his nose, knocking out his front teeth. "And that you even _gloated_ about it!?" He continues to work O'Hare's face, shattering his eye socket, breaking the left zygomatic and maxilla, shattering his jaw, obliterating the left half of his skull. Blind rage still burning in him, Once-ler lifts O'Hare into the air, and quickly, rips him in half at the waist. Holding him by his hair, deep scarlet blood slips out through his open wound mixed with his internal organs. Quickly, and laughing, Once-ler reaches inside the wound, his hand behind O'Hare's ribs. He grabs his heart and tears it back out. He throws him to the ground and drops down above him, his knees landing on the stumps of O'Hare's arms. The smaller man screams. "I want you to watch; you look at me. I want you to watch with that one eye I left you. I want you to watch as you die. I want to see it-the life leave you." O'Hare's eye slips shut. "NO! OPEN YOUR EYE RIGHT FUCKING NOW!" he screams, shaking the little man. Once-ler jabs his finger into O'Hare's destroyed left eye. He screams in pain and his right eye shoots open. Once-ler crushes his heart, blood slipping out between his fingers. He feels O'Hare shudder under him and he throws the heart aside. "_38!"_ Once-ler thinks.

He runs over to her, and drops down onto his side next to her, her black blood soaking his green suit. The remnants of her body lie, cut into several small pieces. Once-ler pulls her head close to him.

"38..." he starts to cry.

"Don't cry. Shit, I trained you better than that E-6."

"38?" She smiles at him, her eyes nearly shut and her smile weak. Her voice is strained.

"I'm not dead yet..." she says. "I just wanted to you to know that I'm proud of you. You handled that stumpy little fucker with all the brutality, all the power that a Natural Operator would have. I'm glad I got to see you do that, Once-ler. You were magnificent." she tries to swallow. "...you...you don't need me anymore, Once-ler." Her eyes slip shut.

"38?" he slaps at her bloodied cheek. "38? 38 talk to me. C'mon 38, you can't die." she doesn't respond. "...38...". He screams, sobbing and collapses next to her, holding her head against his chest.

Once-ler finds himself standing in a Truffula forest; elegant, perfect, unspoiled by the molestations of mankind. Barbaloots romp in the background, the humming fish swim about, and the swans soar in the perfect, crystal-blue sky.

"Hey, bean-pole." He looks down to see an orange creature.

"The Lorax?!" he asks, surprised.

"Nope." The not-Lorax shakes his head. "You've dealt with too much today. You're mind can't handle it all. You're out cold. All of this-and me-are just what your mind wants to see." he looks Once-ler over. "So, do you like it?"

"Like what?"

"Your new life. Do you like being _the embodiment of justice_? A killing machine for a non-deity that you don't even understand?"

"I-" the non-Lorax smiles and looks up.

"This will be ending, soon. 38 need you, Once-ler."

"38's dead." Not-Lorax waves his hand dismissively.

"Nah. She's fine. Just went into a Recovery State. The little guy didn't destroy her heart. The damage was just too much for her to regenerate normally." He changes his tone. "Sure, you could stay in this fantasy forever if you like, but you need to wake up."

"Huh?"

"Wake up." The non-Lorax says. "All hell's broken loose-things are coming to a head out there, and 38 _needs_ you. So wake up." He looks at him, repeating the words "wake up" until his voice is replaced by 38's voice.

Once-ler opens his eyes to find 38 standing above him, shaking him by the shoulders.

"Wake up, E-6. Wake up. C'mon, don't pull this shit on me, now."

"...38?" he smiles, stands, and hugs her. "38! You really _are_ alive! The Lorax was right!"

"What? The _who_?" she shakes her head. "Don't answer that. The shit has hit the fan. Goddamned Number 24 has a bunch of his men here. It's a fuckin' war out there. I got Cassiel for you. Grab him and let's go." The two of them blink out of Once-ler's quarters and into the HQ proper.

The two of them run through the halls, Operators, Natural and E-Class alike fighting their own kind. They are met by Number 19, Number 86, and a blond Natural E-Class woman Once-ler didn't recognize. The one he didn't know speaks.

"It's a goddamned madhouse in here. 24's on his way to The Master's office-crazy fuck plans to kill him." She looks at Once-ler. "I'm 49, by the way. They call me Tonfa." She gets closer to him. "There's one E-Class in particular that _you_ need to stop: E-5. She's blocked everyone else from blinking to the pit, demanding you specifically."

"Once-ler, blink to The Pit. The rest of us will handle this for now. When you are done with her, blink to Master's office with the rest of us." 38 says. Once-ler nods and does as he is told.

After blinking, he finds himself inside a deep, dark pit; vented metal floor, steel walls lined with cages. Above it is a parapet.

"Hey, sexy. Finally got my message?" He looks up to see E-5 leaning on the railing, her legs crossed at the ankle and her arms resting on top of one another.

"Get down here and fight me, you bitch!" he calls up to her.

"So forward-I like that in a man." she smirks. "I've got a present for you." she strolls over to a control panel on the railing of the parapet. "You've met E-7, right? Of course you have-look at you. He was far from our first try to make an E-Class without The Master's approval. I think you'll like what we have here, though." she presses the button and the cages lining the pit open. Out pour men, women, and children, running to Once-ler as hard as they can, screeching. Raising Cassiel, he slices through them, their bodies falling, blood spraying. More and more of them converge on him, knocking Cassiel from his grip. They bite into him, tearing out hunks of his flesh, his hot blood spraying as they devour him. They lift him from his feet and more of them bite him, gnawing on his arms and legs, ripping the tender flesh from bone. He screams in pain, his body regenerating just as fast as they can eat it. One grabs at his face, ripping his right cheek away. They get him down. He vanishes under the thronging horde and his screams stop. "Pathetic." E-5 says. She turns. "24 is going to be so disappointed that 38's Bairn was such a push-over, killed by those _failures_." Suddenly, she hears the inhuman screaming of the Failed E-Classes. She turns back around to see them falling, dead. Once-ler has gotten back up, slicing through them with Cassiel. In large groups, he kills them until all are gone. "Well, this is an unexpected but welcome turn of events. Perhaps you're not just a pretty face after all, _Oncie_."

He stands, panting, his tattered clothing soaked with blood-his own blood and the blood of the "failures". Their dismembered corpses litter the chamber around him, a grisly reminder of the carnage that had just taken place in that pit. Already, the deep bite-wounds were healing from his frame.

"I killed them all, you bitch! Get down here and fight me!" E-5 giggles and points to the back of the chamber.

"Did you really, Oncie? Take a looky-loo at the back, there. I have something special for you-a little gift between lovers." Ignoring that last remark, Once-ler looks over. Behind a thin, wire cage, shackled by their necks, are his brothers, Brett and Chet. They are badly emaciated, their faces gaunt and their eyes sunken deep into their sockets. Their clothing is bloodied and torn in places, and their flesh has taken on an unnatural pallor. They moan and scream mindlessly. Once-ler holds back tears.

"You...you whore..." he looks up at her, rage burning in his blue eyes. "You turned them into beasts!"

"The way they were, it's not much of a change."

"Why did you do it? How could they possibly help anything!?"

"Immortality and eternal youth are appealing to all, even total simps like them." she smirks.

"FIX THEM! FIX THEM RIGHT NOW, YOU CUNT!" he screams. She chuckles.

"Oh, dear, sweet, pure, naive, _sexy_ little Oncie. I can't change them back." she motions to his axe. "But _you_ have the means to _fix_ them." The cage rattles and their moans grow louder. They shake the metal frame with such intensity that it slices through their fingers, coagulated blood spilling to the metal floor. Once-ler steps back and a moment later, the cage falls, clanging to the floor. The two of them run at him, only to be jerked backwards by the chains around their necks. "I'd do something, sweet-ass. I've not fed them in weeks, and I'm sure you look pretty damned tasty to them." She sneers. "You know how it feels-the other failures fed on you; it'll be the same with them. They'll go for your arms and legs, the flesh regenerating just as fast as they can devour it. How long do you think it'll take 'em to hit your heart? Minutes? Hours? _Days_?"

"...no...no...I can't do this..." he steps back, Cassiel hanging loose in his right hand. "Brett! Chet! I know you're still in there! Please!" he cries out. The two of them cry out, grasping for him, feral hunger in their dead eyes. E-5 sighs.

"This was fun while it lasted, Oncie, but you're boring me, now." In a fluid motion, she opens her fans, dives down into the pit, and slices both Chet and Brett's heads off in one movement. Their headless corpses fall to the floor; thick, dark blood gurgling out from the stumps of their necks. With tears cascading down his cheeks, Once-ler says:

"You killed them...you killed them both! You heartless bitch! I'll kill you! I'll fucking tear you apart!" Once-ler slips the head of his axe out of its shaft, swinging it by its chain like a kusarigama. He launches it at her, and she deflects it with her fans. She laughs; long peals of insane laughter.

"That's what I want! Grow you a pair! Light a fire under that ass!" He quickly draws the pair of hidden kama from the end of his axe's haft, casting the bulky weapon aside. With a kama in each hand, he rushes towards her, slashing and screaming obscenities at her.

"Cunt!" he slashes at her, knocking the fan from her left hand.

"Oh, now I'm hurt, Oncie." She slices him across the face with her remaining fan and he brings his left kama under her, slicing open her abdomen, her deep red blood spilling out.

"Bitch!" She continues to laugh as she dodges the bulk of his attacks, only slashing at the remnants of his green suit. "Whore!" He brings his right kama up and catches her off guard, slicing off half her face.

"Oh, ouchies! Ha! That's your best, Oncie?" Her remaining left eye scrunched up in mirth.

"Fucking skank! DIE!" he screeches, taking off her left arm, blood spurting out in a scarlet fountain.

"Oh, now that pisses me off!" she says, her voice oddly cheerful. She brings her right fan down across Once-ler's body, taking off his right arm and much of the right side of his chest. "Best part is, Sexy-Sixy, is that 38 is too busy being beaten into a bloody stain by my Progenitor to help you!" For a brief moment, shock crosses Once-ler's battered, bloodied face. "Oh no! Does that scare you? Poor little Oncie. What _do_ you see in Big Red? Got a big 'ol boner for her? Is that it?"

"Shut up about her, you filthy fucking skag-bitch!" He digs his left kama into her ribs, trying to get as near to her heart as he could. She puckers her lips and flutters her eyelids.

"Did I hit a nerve, Oncie?" She cuts off his remaining arm and slices his legs off, just above his knees. He falls on his back. E-5 crawls on top of him; her breath hot in his face. She starts to take the remains of his pants off. "You know what I'm going to do to you, Once-ler?" She works the belt loose, unbuttons and unzips his pants. "I'm going to do something to you I've wanted to do for a long, _long_ time..." she smiles a cruel, lustful smile. Once-ler's face burns and a sick feeling fills his stomach. He's never felt so afraid; so vulnerable. She slides them down, pulling them past the stumps that were once his legs. "How cute, little blue underwears." she says. He starts to cry. "Oh, keep crying, Oncie, you're only making me hotter." She takes his underwear and begins to touch him. He squirms. A gun-shot rings out and E-5 falls off of Once-ler's body.

"38!" He cries out, stifling his sobs. Instead, he looks up to see a woman clad in a green military uniform, a beret on her head and an eye-patch over her left eye.

"Worry about covering yourself later, E-6. Your right arm has grown back. Get your kama and kill her while you have the chance." the young woman says. Quickly, he grabs the bloodied weapon from the floor and dives on E-5. He tears her chest open, his left arm and his legs growing back in the process. Before she can do anything, Once-ler rips her heart out and crushes it, hard, grinding it between both hands. He throws the ruined organ aside and stands. His body has almost completely healed as he dresses himself and retrieves and reassembles his axe. "Ready, E-6? 19 and I are waiting for you." the woman says. Her voice is dull, demure.

The two of them blink outside of The Master's office. The doors are wide open, but the only people visible inside are 38 and 24. The two of them hold their guns on one another.

"Why aren't they fighting?" Once-ler asks, still a little shaken up from his ordeal with E-5.

"They've been standing like that for a while, now." The flak-jacket clad man, 19, says.

"Why don't we do something to help them?" The brown haired man turns to the orange haired woman.

"You wanna show him, 86?" The green-clad woman draws her sniper rifle and fires a single shot towards 24, but the bullet stops short a few yards away.

"38's put up a goddamned barrier. Apparently, this is _her_ fight and she doesn't want any of us interfering with it. She always was the most smug of all of us." 19 snorts.

Inside the barrier, 24 and 38 talk. The energy of the force-field buzzes periodically.

"How about you lower Debbie so we can talk like grown-ups, 38?"

"Cock-bite, the second I lower my gun, you'll shoot me. Do you think I'm retarded or something?"

"No, look, it's cool. I'll lower Floyd. He and Debbie can get some rest-Master knows they need it." Keeping her eyes on 24, she and he both lower their oddly-nick-named weapons. "There, isn't that better? We're like friends, now, ain't we, Three-Eight?" She glares at him. "Maybe not, but think about this, Thirty Eight." He crosses his arms. "We use the same caliber of gun. We wear almost exactly the same clothes; mine are brown, yours are black. We are the same height, and, sex aside, the same build. We are perfectly matched in strength, speed, and skill. Our Bairns are right next to one another in designation. Hell, we're both smug, arrogant, over-confident, self-assured assholes who think far too highly of ourselves."

"Yeah, what about it, bastard?"

"We are so much alike. Why are we enemies, 38? It's not just this-not just this rebellion, not just our little rivalry. We have hated each other since the beginning of time. Why is this?" 38 says nothing, but her glare does not soften. "Master." he says. "Master made us to hate each other. In His omnipotence and omniscience, instead of choosing to make us BFFs, He chose to make us mortal enemies. It's not even like we are, oh, what did E-5 like to call that shit? Some Jap shit? _Hikari no Yami_, you are just as good and just as evil as I am. Aside from you being female-based and me being male-based, we are the same."

"You going to get to a point or are you going to keep on this bullshit forever?"

"Think about it a bit more, 38. The goody-two-shoes-the ones completely blinded by such heady principles as "justice" and "righteousness" follow you. You lead them, whether you realize it or not."

"What about you, fuck-face? Who follows you, now that 12, E-7, 72, 44, E-5 and all your other men are all dead?"

"Oh, trust me _Big Red_, there will always be more to come. There will always be those of us who have had enough of the Master's bullshit. They'll follow me." 38's glare softens into a scowl. "Come with me! Join with me! Together, we can kill His ass and make The Operators what we should have been all along!" 38 begins to laugh. "What? What's so goddamned funny?"

"You! You talk this big game about the Master being corrupt, about us being the same and all that noise, but the truth is, we are nothing alike. _I_ am not a power-hungry bitch-"

"You're a mindless sheep!"

"And you're jealous dog." With that remark, 24 draws his gun. 38 grins and draws her own. In the blink of an eye, they fire, striking each other right between the eyes. Both keel over, smoke billowing from their foreheads and thick, black blood dribbling from their wounds. The two of them lie there for a moment, then 24 pulls his legs up and tilts his upper body forward, firing at 38 again. He shoots her four times, knocking her back.

"38!" Once-ler cries, his voice barely audible behind the force-field.

"You hear that, Big Red? Your Bairn's watching. Isn't that nice? He'll be the first to go when I take the Operation." 38, still lying on the ground, shoots 24, blowing his left arm off. "Oh, that's not nice." he giggles and shoots at her again, but she blinks before the bullets can hit her. He is shot in the back of the head. Staggering forward, he collects himself and shoots back at 38. She dodges it, blinking and firing into the side of his head, this time, knocking him down and sending Floyd flying from his grasp. She blinks to him and reaches into his chest, her hand coiling around his heart. Smirking, he blinks out of her grasp and grabs his gun. He shoots at her, blowing her chest open and exposing her heart. Before either wound can close, the two of them blink to one another, their hands locked around the others heart. The two of them pull back at once, tearing each others' hearts from their chests. Just as 24 is about to destroy 38's heart, a kama flies into his right hand, knocking her heart out of his grasp. "Son of a bitch! The barrier's fallen!" Once-ler steps towards him, Cassiel in hand.

"It fell the second you took her heart." 24 turns to 38.

"What are you waiting for? Squeeze! Kill me! The good guys have beat the bad guys; go on, do it. What are you waiting for, cunt?"

"Hold on to his heart, my Progenitor." Once-ler says, his voice cold. He nods and sniper-fire strikes 24 in the head, knocking him aside. He collects himself, but as he does, his torso is sliced in half horizontally by 19's katana. "My turn." Once-ler says, smiling. He slips Cassiel into his kusarigama mode and, swinging the chain, lets loose the blade, slicing 24's head off. "Now, you can kill him, Big Red." He says, looking over at 38. She drops his heart to the floor and stomps it, crushing the beating organ under her black boots.

"Nice overkill." she says, patting Once-ler on the back. "Now, I have to go get my heart." She blinks to it and places it back in her chest. The wound heals instantly.

"Do you think it's over, 38?" Once-ler asks.

"With 24 dead, their cause is shot. You did take care of E-5, didn't you?" Once-ler looks back at 86. The one eyed woman smiles at him and nods.

"Yes. She is dead."

"Good work, all of you." they hear The Master say. Turning, they see Him standing behind His blood-splattered desk. He shuts His eyes. "They are all gone now...except one, barely clinging to life." He smiles. "He'll serve his purpose. I'll spare him."


End file.
